KEYreit ANNOUNCES CHANGE OF CONTROL OFFER TO PURCHASE DEBENTURES

Wednesday, May 22, 2013

KEYreit ANNOUNCES CHANGE OF CONTROL OFFER TO PURCHASE DEBENTURES

19:17 EDT Wednesday, May 22, 2013

TORONTO, May 22, 2013 /CNW/ - KEYreit (TSX: KRE.UN) announces that, as a result of the change of control with respect to KEYreit caused by the acquisition by Plazacorp Retail Properties Ltd. ("Plazacorp") of 13,288,370 units of KEYreit ("Units") pursuant to its offer to acquire all of the issued and outstanding Units, KEYreit has made a repurchase offer, as of May 22, 2013, for the7.75% convertible unsecured subordinated debentures due December 31, 2014, the 8.00% convertible unsecured debentures due December 31, 2016 and the 7.00% convertible unsecured debentures due December 31, 2017 (collectively, the "Debentures"), at a price equal to 101% of their respective principal amounts plus accrued and unpaid interested. The repurchase offer will expire on June 28th, 2013 at 5:00 pm. Should a holder of debentures elect not to accept the repurchase offer, the Debentures will become obligations of Plazacorp in accordance with the terms of their respective indentures.

ABOUT KEYreit

KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property owner with 227 properties in nine provinces across Canada. KEYreit's properties are well located and geographically diverse across Canada with the majority of all properties containing long-term quadruple net leases.

To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com.

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION

This press release contains certain information or statements that may constitute forward-looking information within the meaning of securities laws, which reflect the current view of KEYreit with respect to KEYreit's objectives, plans, goals, strategies, future growth, results of financial and operating performance and business prospects and opportunities. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "forecast", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking information should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the statements and information in this press release containing forward-looking information are qualified by these cautionary statements.

Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management's good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally which could cause actual results to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited to, reliance on key tenants, risks associated with investment in real property, competition, reliance on key personnel, financing and refinancing risks, distributions, environmental matters, tenant risks, risks related to current economic conditions and other risk factors more particularly described in KEYreit's most recent Annual Information Form available on SEDAR at www.sedar.com. Additional risks and uncertainties not presently known to KEYreit or that KEYreit currently believes to be less significant may also adversely affect KEYreit.

KEYreit cautions readers that the list of factors is not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by KEYreit will be realized or, even if substantially realized, that they will have the expected consequences to, or effect on, KEYreit. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date.

KEYreit disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

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